Attempted Assignment of Acquired Interests Sample Clauses

Attempted Assignment of Acquired Interests. If any attempted assignment or assumption of any of the Acquired Interests pursuant to this Agreement would (i) constitute a breach or default under any Contract, (ii) violate any applicable Law or (iii) adversely affect the rights, or increase the obligations of Buyer or its Affiliates, so that Buyer or its Affiliates would not, in fact, receive all such rights, or assume the obligations, of Sellers with respect thereto as they exist prior to such attempted assignment or assumption, then Buyer, without having to incur or suffer any Adverse Consequences, and Sellers shall enter into such arrangements as may be reasonably acceptable to both Buyer and Sellers to provide Buyer or its Affiliates with the benefits of such Acquired Interests, as the case may be, and any transfer or assignment to Buyer or its Affiliates of any such Acquired Interest which shall require such consent or authorization of a third party that is not obtained shall be made subject to such consent or authorization being obtained.
Sample 1
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Attempted Assignment of Acquired Interests. If any attempted assignment or assumption of any of the Acquired Interests pursuant to this Agreement would (i) constitute a breach or default under any agreement, encumbrance or commitment, (ii) violate any Law or (iii) adversely affect the rights, or increase the obligations of the Buyer, so that the Buyer would not, in fact, receive all such rights of the Seller or the Acquired Companies with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the Buyer, without having to incur or suffer any Adverse Consequences, shall enter into such arrangements as may be reasonably acceptable to both the Buyer and the Seller to provide for or impose upon the Buyer the benefits of such Acquired Interests and any transfer or assignment to the Buyer by the Seller of any such Acquired Interest, which shall require such consent or authorization of a third party that is not obtained, shall be made subject to such consent or authorization being obtained. Notwithstanding the above, the Parties acknowledge that the Fox River Shares are subject to right of first refusal under the Shareholders Agreement. The Parties agree that the portion of the Purchase Price associated with the Fox River Shares is equal to $2.611 million (i.e. $2,169 per share) and that Coastal Coal Inc. will tender an offer to purchase the Fox River Shares to the holders of the Fox River common stock equal to such allocated amount. If the holders of the Fox River common stock elect to purchase the Fox River Shares pursuant to their right of first refusal under the Shareholders Agreement, then the Purchase Price shall be reduced dollar-for-dollar by the amount that such Fox River shareholders pay to the Seller or its Affiliates for all or a portion of the Fox River Shares (which amount the Seller and its Affiliates are entitled to retain for their own account).
Sample 1

Related to Attempted Assignment of Acquired Interests

  • Transfer and Assignment of Interests Subject to the limitations set forth in the Holdings Operating Agreement, the Member shall be entitled at any time to sell, assign, transfer, pledge, hypothecate or encumber all or part of its interests in Company.

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Exchange, Transfer, Assignment of Loss of Warrant This Warrant is not registered under the 1933 Act nor under any applicable state securities law or regulation. This Warrant cannot be sold, exchanged, transferred, assigned or otherwise disposed of unless registered pursuant to the provisions of the 1933 Act or an opinion of counsel in form and content satisfactory to the Company is obtained stating that such disposition is in compliance with an available exemption from registration. Any such disposition must also comply with applicable state securities laws and regulations.

  • Pledge or Assignment With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft or destruction of this warrant and of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time be enforceable by anyone. This Warrant shall not be transferable upon the transfer books of the Company with respect to record ownership of this Warrant or the Warrant Shares until and unless any such proposed transferee executes and delivers to the Company, in writing, representations and warranties of the Holder under this Warrant comparable to those set forth in paragraph (I) below and delivers to the Company an opinion of counsel, satisfactory to the Company in its sole discretion, both as to the issuer of the opinion and the substance of such opinion, that such transfer does not require registration under the Securities Act and that such transfer is exempt from any such registration under the Securities Act or any applicable state securities laws.

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